Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Articles of association definition

What does Articles of association mean? The articles of association set out how a company is run in practice: who exercises authority, how the board and members take decisions, and the rules on issuing and transferring shares and holding meetings. In the UK, the Companies Act 2006 treats the articles as part of the company’s constitution and requires them to be filed at Companies House; they operate as a statutory contract between the company and each member (not outsiders) and are publicly searchable. Common provisions cover directors’ powers and proceedings, share classes and rights, pre-emption and transfers, dividends, written resolutions, notices, conflicts, indemnities and company...

Bespoke Articles of Association aligned with a Shareholders’ Agreement for a Private Company Limited by Shares (England and Wales)

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Precedents

Private company limited by shares

Articles of association for [ insert name of company ] Limited (a company incorporated in England and Wales with registered no. [ insert number ]) (adopted by Special Resolution dated [ insert date ] 20[ insert year ])

1. Model Articles

1.1 The Model Articles apply to the Company save to the extent that these Articles amend, disapply or conflict with them. Subject to any such alterations, exclusions or inconsistencies, the Model Articles together with these Articles comprise the Company’s articles of association, to the exclusion of any alternative articles or regulations contained in legislation, any statutory instrument or other subordinate legislation.

1.2 The following provisions of the Model Articles shall not apply to the Company:

6(2); 7; 8; 11(2); 11(3); 13; 14(1)–14(5)
16; 17; 22; 26(5)
39; 44(2); 50; 51; 52; 53

1.3 In these Articles, any mention of the term ‘chairman’ within the Model Articles shall be interpreted as a reference to the ‘chair’...

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Web page updated on 22/05/2026

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